DEF 14A of Legacy Education Inc.
Filed Oct 24, 2025 · FY20250001493152-25-019285
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently consists of six directors, and their terms will expire at the 2025 Annual Meeting. Directors are elected at the annual meeting of shareholders each year and hold office until their resignation or removal or their successors are duly elected and qualified. LeeAnn Rohmann, Gerald Amato, Blaine Faulkner, Peggy Tiderman, Zwade Marshall and Janis Paulson have each been nominated to serve as directors and have agreed to stand for election. If the nominees are elected at the 2025 Annual Meeting, then each nominee will serve for a one-year term expiring at the 2026 Annual Meeting and until his or her successor is duly elected and qualified. Under our Bylaws, a plurality of the votes cast at the 2025 Annual Meeting is required to elect a nominee as a director. With respect to Proposal 1, you may vote FOR, or AGAINST OR ABSTAIN with respect to each director nominee. Any nominee receiving more votes FOR than AGAINST will be elected. If you ABSTAIN, your shares will be counted as present and entitled to vote for purposes of establishing a quorum but will not be counted for purposes of determining the number of votes cast. Proposal 1 is a non-discretionary matter. Therefore, if your shares are held by your brokerage firm, bank or other nominee in “street name” and you do not timely provide voting instructions with respect to your shares, we expect that your brokerage firm, bank or other nominee will not vote your shares on Proposal 1. Shares held in “street name” by banks, brokerage firms, or nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHOLD any nominee. As a result, such “broker non-votes” or voting to WITHHOLD will have no effect on the voting results of Proposal 1. If no contrary indication is made, with the potential exception of proxies submitted for shares held in street name, proxies will be voted “FOR” LeeAnn Rohmann, Gerald Amato, Blaine Faulkner, Peggy Tiderman, Zwade Marshall and Janis Paulson or, in the event that any such individual is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our Board to fill the vacancy.
Recommendation of our Board
Recommendation of our Board Our Board unanimously recommends that the shareholders vote “FOR” the election of all of our director nominees at the 2025 Annual Meeting.
Nominees for Election to the Board
Nominees for Election to the Board
Nominees for Election to the Board
| Nominee | Age as of the Record Date | Position(s) | | LeeAnn Rohmann | 58 | Founder, Chief Executive Officer and Chairman | | Gerald Amato | 74 | Director | | Blaine Faulkner | 62 | Director | | Peggy Tiderman | 67 | Director | | Zwade J. Marshall | 42 | Director | | Janis Paulson | 61 | Director |
Nominees for Election to the Board for a Term Expiring at the 2026 Annual Meeting of Shareholders
Nominees for Election to the Board for a Term Expiring at the 2026 Annual Meeting of Shareholders
Non-Employee Director Compensation
Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during the fiscal year ended June 30, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors in 2025.
Non-Employee Director Compensation
| Name | Fees earned or paid in cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified deferred compensation earnings ($) | All Other Compensation ($) | Total ($) | | Gerald Amato | $33,750 | - | $176,596 | - | - | - | $210,346 | | Peggy Tiderman | $28,000 | - | $176,596 | - | - | - | $204,596 | | Blaine Faulkner | $35,500 | - | $176,596 | - | - | - | $212,096 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our directors receive $40,000 cash compensation per year for their service on the Board, as well as reimbursement for out-of-pocket expenses with respect to such directors’ attendance at meetings of the Board of the Company. Committee chairs receive an $10,000 cash compensation annually for their added services in such roles. Committee members receive an addition $5,000 per year.
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended June 30, 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards(1) | Total ($) | | LeeAnn Rohmann | 2025 | $363,846 | $501,238 | $1,190,393 | $2,055,477 | | Chief Executive Officer | 2024 | $295,769 | $369,683 | $317,989 | $983,441 | | Brandon Pope | 2025 | $263,250 | $300,000 | $353,196 | $916,446 | | Chief Financial Officer | 2024 | $228,116 | $168,750 | $288,007 | $684,873 | | Ragheb Milad | 2025 | $245,700 | $280,000 | $353,196 | $878,896 | | Chief Academic Officer | 2024 | $212,908 | $157,500 | $282,230 | $652,638 |
Summary Compensation Table
| (1) Includes the full grant-date value of the option award. |
Outstanding Equity Awards at June 30, 2025
Outstanding Equity Awards at June 30, 2025 The following table provides information regarding option awards held by each of our named executive officers as of June 30, 2025.
Outstanding Equity Awards at June 30, 2025
| | Option Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | LeeAnn Rohmann | 173,008 | - | $3.74 | 4/1/2034 | | | 62,500 | 187,500(1) | 4.00 | 9/27/2034 | | | 14,535 | 159,883(2) | 7.25 | 4/2/2035 | | Brandon Pope | 50,000 | 50,000(3) | 1.80 | 6/1/2028 | | | 156,696 | - | 3.74 | 4/1/2034 | | | 7,267 | 79,942(3) | 7.25 | 4/2/2035 | | Ragheb Milad | 153,553 | - | 3.74 | 4/1/2034 | | | 7,267 | 79,942(3) | 7.25 | 4/2/2035 |
Outstanding Equity Awards at June 30, 2025
(1) These stock options vest in monthly installments over a three year period beginning on September 27, 2024, subject to continuing service. (2) These stock options vest in monthly installments over a three year period beginning on April 2, 2025, subject to continuing service. (3) These stock options vest in monthly installments over a three year period beginning on April 2, 2025, subject to continuing service.